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Eversource Energy (ES) CEO details tax share disposition and new performance awards

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Eversource Energy Chairman, President and CEO Joseph R. Nolan Jr. reported equity compensation-related transactions and updated holdings. On January 27, 2026, he received 35,282 common shares as performance share and dividend-equivalent awards at $0, bringing his directly held common shares to 211,306.

On February 12, 2026, 40,084 common shares were disposed of at $70.22 to satisfy tax withholding obligations, leaving 171,222 common shares held directly. He also has 25,504 common shares held indirectly through the Eversource 401k Plan and 73,713 phantom shares under a deferred compensation plan, each phantom share corresponding to one common share upon distribution after vesting.

Positive

  • None.

Negative

  • None.
Insider NOLAN JOSEPH R JR
Role Chairman of the Bd, Pres & CEO
Type Security Shares Price Value
Exercise Price or Tax Liability Common Shares, $5.00 par value 40,084 $70.22 $2.81M
holding Phantom Shares -- -- --
holding Common Shares, $5.00 par value -- -- --
Grant/Award Common Shares, $5.00 par value 35,282 $0.00 $0.00
Holdings After Transaction: Common Shares, $5.00 par value — 171,222 shares (Direct); Phantom Shares — 73,713 shares (Direct); Common Shares, $5.00 par value — 25,504 shares (Indirect, 401k Plan)
Footnotes (6)
  1. F1. Disposition of common shares to satisfy tax withholding obligations.
  2. F2. Includes restricted share units and dividend equivalents thereon.
  3. F3. This line re-reports a line from a Form 4 filed by the reporting person on January 29, 2026 to reflect the number of dividend equivalents received in connection with the performance share award determined on January 27, 2026 because the original report inadvertently misreported the dividends.
  4. F4. Performance shares and dividend equivalent shares for the 2023-2025 Long-Term Incentive Program as determined on January 27, 2026.
  5. F5. Shares held in trust under the Eversource 401k Plan, a qualified plan, according to information supplied by the Plan's record keeper.
  6. F6. Reporting Person's deferred compensation under the Eversource Deferred Compensation Plan, a non-qualified plan, that is nominally invested as common shares. Each phantom share represents the right to receive one common share upon a distribution event, following vesting. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents and are exempt from the line item reporting under SEC rule 16a-11.

FAQ

What insider transactions did Eversource Energy (ES) CEO Joseph R. Nolan Jr. report?
Joseph R. Nolan Jr. reported a tax-withholding disposition and an equity award. He disposed of 40,084 common shares to cover taxes and received 35,282 performance and dividend-equivalent shares, updating his direct, indirect, and deferred equity holdings in Eversource Energy.

How many Eversource Energy (ES) shares does the CEO hold after these Form 4 transactions?
After the reported transactions, Joseph R. Nolan Jr. directly holds 171,222 common shares. He also has 25,504 common shares held indirectly through the Eversource 401k Plan and 73,713 phantom shares in a deferred compensation plan, each convertible into one common share at distribution.

What was the nature of the 40,084-share disposition reported by Eversource Energy (ES) CEO?
The 40,084 common share disposition was a tax-withholding transaction, not an open-market sale. Shares were surrendered at $70.22 per share to satisfy tax obligations related to equity awards, as indicated by transaction code F and the accompanying footnote explanation.

What equity award did Eversource Energy (ES) grant its CEO for 2023-2025 performance?
On January 27, 2026, Joseph R. Nolan Jr. received 35,282 common shares at $0. These represent performance shares and related dividend-equivalent shares for the 2023-2025 Long-Term Incentive Program, increasing his directly held common shares before subsequent tax-withholding activity.

What are the phantom shares held by the Eversource Energy (ES) CEO?
The CEO holds 73,713 phantom shares under the Eversource Deferred Compensation Plan. Each phantom share tracks one common share and entitles him to receive one common share upon a distribution event after vesting, with additional phantom shares from reinvested dividend equivalents.

How are Eversource Energy (ES) shares held for the CEO in the 401k Plan?
The CEO has 25,504 common shares held in trust under the Eversource 401k Plan. This qualified retirement plan position is reported as indirect ownership, based on information supplied by the plan’s record keeper, and reflects his retirement-focused holdings in company stock.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
NOLAN JOSEPH R JR
(Last) (First) (Middle)
C/O EVERSOURCE ENERGY
300 CADWELL DRIVE
(Street)
SPRINGFIELD MA 01104
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EVERSOURCE ENERGY [ ES ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) X Other (specify below)
Chairman of the Bd, Pres & CEO Trustee
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Shares, $5.00 par value 02/12/2026 F 40,084(1) D $70.22 171,222(2) D
Common Shares, $5.00 par value(3) 01/27/2026 A 35,282(4) A $0 211,306 D
Common Shares, $5.00 par value 25,504(5) I 401k Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Shares (6) (6) (6) Common Shares, $5.00 par value 73,713(6) 73,713(6) D
Explanation of Responses:
1. Disposition of common shares to satisfy tax withholding obligations.
2. Includes restricted share units and dividend equivalents thereon.
3. This line re-reports a line from a Form 4 filed by the reporting person on January 29, 2026 to reflect the number of dividend equivalents received in connection with the performance share award determined on January 27, 2026 because the original report inadvertently misreported the dividends.
4. Performance shares and dividend equivalent shares for the 2023-2025 Long-Term Incentive Program as determined on January 27, 2026.
5. Shares held in trust under the Eversource 401k Plan, a qualified plan, according to information supplied by the Plan's record keeper.
6. Reporting Person's deferred compensation under the Eversource Deferred Compensation Plan, a non-qualified plan, that is nominally invested as common shares. Each phantom share represents the right to receive one common share upon a distribution event, following vesting. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents and are exempt from the line item reporting under SEC rule 16a-11.
/s/ Kerry J. Tomasevich, attorney-in-fact for Mr. Nolan 02/17/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR